PR Newswire
LONDON, United Kingdom, February 02
2 February 2026
[Description: 2011 Jan 28 CGNR Logo]
Conroy Gold and Natural Resources plc
(«Conroy» or the «Company»)
Half-yearly results for the six months ended 30 November 2025
Conroy (AIM: CGNR), the Irish-based resource company focused on advancing its
«Discs of Gold» project in Ireland, is pleased to announce its results for the
six months ended 30 November 2025. Details of these can be found below and a
full copy of the interim results statement can be viewed on the Company’s
website.
Highlights:
· Restructuring completed in relation to amounts owing to Directors and former
Directors in excess of €3.3 million including a write off of €680,000 with the
balance being deferred and ultimately repayable from success-based instruments
tied to commercial production and a material increase in the share price.
· Oversubscribed private placement at 10.0p raising approximately €2.0 million
(£1.7 million) with a further inflow of €0.5 million (£0.4 million) from the
exercise of warrants during the period.
· The first phase of a new drilling programme at Clontibret covering ca 2,000
metres commenced in November with the planned holes aiming to follow on the gold
and antimony plunge trends at Clontibret identified during the detailed
relogging project.
· Net assets of the group were €22,407,969 as at 30 November 2025 and the
group made a profit for the six-month period of €278,636 after the effects of
the debt write off.
John Sherman, Chairman, commented:
«The balance sheet repair delivered during the reporting period, including
fundraisings involving both new and existing shareholders, is allowing the
Company to purposefully advance its «Discs of Gold» project. The first phase of
a new drilling programme at the Clontibret gold deposit commenced at the end of
the reporting period; the work aims to assess the potential for higher-grade
structurally controlled gold mineralization at depth to expand the deposit, as
well as testing the antimony-bearing lode system for its potential contribution
to project economics. I look forward to seeing the initial results of this work
by the end of the current calendar quarter.»
About the «Discs of Gold» Project
Conroy Gold’s «Discs of Gold» project in Ireland is defined by two parallel
district scale gold trends, extending over c.90km, which are 100% held under
license by the Company, and anchored by the Clontibret gold deposit. The
Clontibret target area contains a currently defined 517Koz gold resource @ 2.0
g/t Au (320Koz Au Indicated and 197Koz Au Inferred (2017)) which remains open in
multiple directions. The Company has identified a further seven gold targets
in its license area with the Clay Lake and Creenkill gold targets being of
particular interest. Gold occurs in multiple styles in the Company’s license
area, including free gold, refractory gold in arsenopyrite and gold associated
with pyrite and antimony (stibnite), suggesting multiple hydrothermal events
seeded the deposit. There are clear geological analogies between the «Discs»
targets and large gold deposits in Southeastern Australia and Atlantic Canada.
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
John Sherman, Chairman
Maureen Jones, Managing Director
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
Hybridan LLP (Broker) Tel:+44-203-764 2341
Claire Louise Noyce Tel: +44-20-3290-0707
Lothbury Financial Services
Michael Padley
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at:www.conroygold.com
Chairman’s statement
Dear Shareholder,
I present your Company’s Half-Yearly Report and Condensed Financial Statements
for the six-month period ended 30 November 2025.
The critical action for the Company in the period was the repair to its balance
sheet through two steps as follows: 1) in late August 2025 when the share price
was 5.3p, the Company entered into an agreement with certain current and former
directors («the Participants») to restructure amounts owed to them (in excess of
€3.3M) into success-based instruments tied to commercial production and a
material increase in the share price; and 2) in October 2025, the Company closed
an oversubscribed private placement at 10p raising €2.0M (c. £1.7M), with a
further inflow of €0.5M (c. £0.4M) coming from the exercise of 12-month warrants
at 9.5p issued as part of the Company’s October 2024 fundraising. Further
details on these two steps are in my letter sent to shareholders dated 26
November 2025 along with the Company’s Annual Report for 2025. To close my
comments on this action, I was pleased to see shareholders vote at the AGM in
December to approve the August agreement with near unanimity, allowing the
Company to have a clear focus on the future and a significantly approved balance
sheet.
The strengthened financial base is allowing the Company to purposefully advance
its «Discs of Gold» project that covers two parallel district scale gold trends,
extending over 90km and 100% under license by the Company. During the reporting
period, the geologist team prepared for the next phase of in-ground investment
in the «Discs» project, supplementing the knowledge gained from the ongoing re
-logging and deposit modelling effort with insights from new field work. The
geologists have also supported the executive team in discussions with potential
strategic and financial partners, with their help underpinning the success of
the fundraising in the period.
The first phase of a new drilling programme at Clontibret covering c. 2,000
metres commenced coincident with the close of the reporting period. The planned
holes aim to follow on the gold and antimony plunge trends at Clontibret
identified during the detailed relogging project, as initially announced on 27
February 2025:
· The first hole underway targets the major stockwork zone beneath the
historic Tullybuck antimony mine at approximately 500 metres vertical depth,
while intersecting more than ten identified lodes before reaching the
stockwork. The hole’s objectives are to enhance the geological understanding of
the system and assess the potential for higher-grade, structurally controlled
mineralization at depth to expand the deposit. It will represent the deepest
drilling undertaken at Clontibret to date.
· The second and third drill holes in the plan will test the strike extension
of the antimony-bearing lode system toward a postulated northern fault zone
believed to separate the Corcaskea mineralization from the main Clontibret
deposit. The holes will also test several of the central gold lodes. The
Company secured the services of a second drill rig in December, so the first of
these antimony-focused holes is underway.
Later phases of the programme will look beyond Clontibret to build out the
Company’s understanding of the Clay Lake and Creenkill target areas. The aim of
this work is to support our ongoing effort to bring further investment in the
«Discs» project to develop and deliver a successful gold mine in a manner that
protects and materially increases the per share value of your investment in your
Company.
Finance
The profit after taxation for the half year end 30 November 2025 was €278,636
(30 November 2024: loss of €238,578) and the net assets as at 30 November 2025
were €22,407,969 (30 November 2024: €20,898,161).
The provisions of the Participants’ debt restructuring agreement had two non
-cash impacts on the financial statements in the period. The Participants
agreement to immediately write-off 20% of the amount owed to them, this being
€687,260, led to the reversal of a €401,1477 expense accrual on the profit and
loss statement, boosting equity, and reducing intangible assets by €286,083. The
effect on the intangible asset balance is an output of the Company’s accounting
policy to capitalise a portion of the executive salary expense as an investment
in exploration assets. Furthermore, the Directors agreed not to seek repayment
of the remaining 80% of amounts owed to them before 30 November 2026, thereby re
-classifying this debt as a long-term liability.
Shareholder approval of the Director debt restructuring agreement in December
will have further non-cash effects on the financial statements in the second
half of this financial year. The effects will be a function of: 1) the
conversion of the 80% remainder of the Director debt into a capped Net Smelter
Royalty («NSR»); and 2) the issuance of 30p seven-year options to the
agreement’s participants. The Company intends to finalise the issue of the
Options and the granting of the NSR in the near term and a further announcement
will be made by the Company.
Directors and staff
I would like to thank my fellow directors, staff and consultants for their
ongoing support and dedication, which has allowed the Company to move forward on
its efforts to advance the «Discs of Gold» project with its ultimate purpose of
delivering a world-class gold mine.
Outlook
The Company expects initial results from the first round of drill holes in the
second half of the first calendar quarter, which will yield information on the
Clontibret deposit’s resource potential to expand in size at depth, as well as
on the potential for antimony to contribute to project economics. Once the
drilling of the first two holes is complete, the Company intends to progress to
drill the remaining holes in the first phase programme at Clontibret.
I thank you for your support,
Yours faithfully,
___________________
John Sherman
Chairman
30 January 2026
Condensed consolidated income statement and condensed consolidated statement of
comprehensive income
for the six-month period ended 30 November 2025
Condensed
consolidated income
statement
Note Six-month period Six-month Year ended
ended 30 November period 31 May 2025
2025 ended 30
November (Audited)
(Unaudited) 2024
€
€ (Unaudited)
€
Continuing operations
Operating Income 1,223 – 2,711
Operating expenses (268,102) (254,383) (530,802)
Movement in fair value of – – (109,931)
investments
Movement in fair value of 6 151,635 13,215 (553)
warrants
Operating loss (115,244) (241,168) (638,575)
Finance income – interest 3,240 3,240 6,481
Interest expense (9,657) (650) (1,300)
Exceptional item – debt 5 401,177 – –
write off
Profit / (loss) before 279,516 (238,578) (633,394)
taxation
Income tax expense (880) – –
Profit / (loss) for the 278,636 (238,578) (633,394)
financial period/year
Profit / (loss) per share
Basic and diluted profit 2 0.0046 (0.0048) (0.0121)
(loss) per ordinary share
Condensed consolidated statement of comprehensive income
Six-month Six-month period Year ended 31 May
period ended 30 November 2025 (Audited) €
ended 30 2024
November
2025 (Unaudited) €
(Unaudited)
€
Profit / (loss) 278,636 (238,578) (633,394)
for the
financial
period/year
Cumulative 1 (204,813) – –
translation
adjustment
on consolidation
*
Total 73,823 (238,578) (633,394)
comprehensive
income /
(expense) for
the financial
period/year
* resulting from the change in functional currency of Conroy Gold (Armagh)
Limited to Sterling from 1 June 2025 as described in Note 1.
The accompanying notes form an integral part of these condensed consolidated
financial statements.
Condensed consolidated statement of financial position
as at 30 November 2025
Note 30 November 30 November Year ended 31
2025 2024 May 2025
(Unaudited) (Unaudited) (Audited)
€ € €
Assets
Non-current
assets
Intangible 4 28,954,903 28,737,557 29,059,493
assets
Property, plant 46,346 64,766 55,555
and equipment
Financial 179,758 283,207 176,518
Assets
Total non 29,181,007 29,085,530 29,291,566
-current assets
Current assets
Cash and cash 1,516,045 167,057 77,285
equivalents
Other 199,673 207,932 187,024
receivables
Total current 1,715,718 374,989 264,309
assets
Total assets 30,896,725 29,460,519 29,555,875
Equity
Capital and
reserves
Called up share 10,581,251 10,559,406 10,559,406
capital
Share premium 18,232,650 16,447,666 16,446,548
Capital 30,617 30,617 30,617
conversion
reserve
fund
Share based 42,664 42,664 42,664
payments
reserve
Other reserve 1,047,016 1,277,857 1,251,829
Retained (7,526,229) (7,410,049) (7,804,865)
deficit
Total capital 22,407,969 20,898,161 20,526,199
and reserves
Liabilities
Non-current
liabilities
Finance leases – 6,617 1,790
Other creditors 5 7,250,447 4,501,410 4,501,410
Convertible 225,214 – 216,208
loan
Warrant 6 526,703 4,672 18,438
liabilities
Total non 8,002,364 4,512,699 4,737,846
-current
liabilities
Current
liabilities
Trade and other 483,851 3,912,660 4,152,567
payables:
amounts falling
due within one
year
Related party 2,541 136,999 139,263
loans
Total current 486,392 4,049,659 4,291,830
liabilities
Total 8,488,756 8,562,358 9,029,676
liabilities
Total equity 30,896,725 29,460,519 29,555,875
and liabilities
The accompanying notes form an integral part of these condensed consolidated
financial statements.
Condensed consolidated statement of cash flows
for the six-month period ended 30 November 2025
Six-month period Six-month period Year
ended 30 November ended 30 November ended
2025 2024
31 May
(Unaudited) (Unaudited)
2025
€ €
(Audited)
€
Cash flows from
operating
activities
Comprehensive 278,636 (238,578) (633,394)
income /
(expense) for
the period/year
Adjustments
for:
Depreciation 9,209 9,210 18,421
Interest 9,657 650 1,300
expense
Exceptional (401,177) – –
item – debt
write
off
Movement in (151,635) (13,215) 553
fair value of
warrants
Movement in – – 109,931
fair value of
investment
Interest Income (3,240) (3,240) (6,481)
(258,550) (245,173) (509,670)
(Decrease)/incre (366,084) 26,791 268,957
ase in trade
and other
payables
(Increase)/ (12,649) 179,645 200,554
decrease in
other
receivables
Net cash used (637,283) (38,737) (40,159)
in operating
activities
Cash flows from
investing
activities
Investment in (391,952) (331,819) (653,755)
exploration and
evaluation
Purchase of – – –
property plant
and
equipment
Net cash used (391,952) (331,819) (653,755)
in investing
activities
Cash flows from
financing
activities
Proceeds on – – 240,179
issue of
convertible
loan notes
Proceeds on 2,467,847 399,560 398,443
issue of shares
Finance lease (5,496) (5,479) (10,955)
payments
Net cash 2,462,351 394,081 627,667
provided by
financing
activities
Increase/(Decrea 1,433,116 23,525 (66,247)
se) in cash and
cash
equivalents
Cash and cash 77,285 143,532 143,532
equivalents at
beginning of
financial
period/year
Effect of 5,644 – –
movements in
exchange
rates on cash
held
Cash and cash 1,516,045 167,057 77,285
equivalents at
end of
financial
period/year
Condensed consolidated statement of changes in equity
for the six-month period ended 30 November 2025
Share Share Capital Share- Other Retained
Total
capital premium conversion based
equity
reserve payment reserve deficit
fund reserve
€ € € € € €
€
Balance at 1 10,559,406 16,446,548 30,617 42,664 1,251,829
(7,804,865) 20,526,199
June 2025
Share issue 21,845 2,452,272 – – – –
2,474,117
Share issue – (666,170) – – – –
(666,170)
costs *
Comprehensive – – – – (204,813) 278,636
73,823
income
for the
financial
period
Balance at 30 10,581,251 18,232,650 30,617 42,664 1,047,016
(7,526,229) 22,407,969
November
2025
Balance at 1 10,552,150 16,058,756 30,617 42,664 1,227,857
(7,171,471) 20,740,573
June 2024
Share issue 7,256 398,673 – – – –
405,929
Share issue – (9,763) – – – –
(9,763)
costs
Loss for the – – – – – (238,578)
(238,578)
financial
period
Balance at 30 10,559,406 16,447,666 30,617 42,664 1,227,857
(7,410,049) 20,898,161
November
2024
Share capital
The share capital comprises the nominal value share capital issued for cash and
non-cash consideration. The share capital also comprises deferred share capital.
The deferred share capital arose through the restructuring of share capital
which was approved at General Meetings held on 26 February 2015 and 14 December
2015.
Authorised share capital:
The authorised share capital at 30 November 2025 comprised 11,995,569,058
ordinary shares of €0.001 each, 306,779,844 deferred shares of €0.02 each, and
437,320,727 deferred shares of €0.00999 each (€22,500,000), (30 November 2024:
11,995,569,058 ordinary shares of €0.001 each, 306,779,844 deferred shares of
€0.02 each, and 437,320,727 deferred shares of €0.00999 each (€22,500,000)).
* Shares and Warrants issued during the period:
During the period ended 30 November 2025, the company issued a total of
17,287,000 ordinary shares at a price of £0.10 per ordinary share, generating
€1,978,999 for the company. Each share issued carried a warrant to subscribe
for one new ordinary share at a price of £0.17 per ordinary share for every
share held. The warrants are exercisable at any point to 8 October 2027. The
value of warrants issued were, being a cost of issue of the ordinary shares,
deducted from share premium in line with the Group’s accounting policies.
During the period, warrants for the issue of 4,558,258 ordinary shares were
exercised at a price of £0.095 per share generating a further €495,117 for the
company.
Share premium
The share premium comprises the excess consideration received in respect of
share capital over the nominal value of the shares issued as adjusted for the
related costs of share issue in line with the Company’s accounting policies.
Capital conversion reserve fund
The ordinary shares of the Company were re-nominalised from €0.03174435 each to
€0.03 each in 2001 and the amount by which the issued share capital of the
Company was reduced, was transferred to the capital conversion reserve fund.
Share based payment reserve
The share based payment reserve represents the amount expensed to the condensed
consolidated income statement in addition to the amount capitalised as part of
intangible assets of share-based payments granted which are not yet exercised
and issued as shares. During the six-month period ended 30 November 2025 no
warrants expired.
Other reserve
The other reserve comprises of the equity portion of convertible loans and the
gain on fair valuing of the net smelter royalty set out in Note 6. It also
includes the cumulative translation adjustment representing the foreign exchange
differences on translating the financial statements of Conroy Gold Armagh from
their functional currency to the group reporting currency.
Retained deficit
This reserve represents the accumulated losses absorbed by the Company to the
condensed consolidated statement of financial position date.
The accompanying notes form an integral part of these condensed consolidated
financial statements.
Notes
to and forming part of the condensed consolidated financial statements for the
six-month period ended 30 November 2025
1. Accounting policies
Reporting entity
Conroy Gold and Natural Resources plc (the «Company») is a company domiciled in
Ireland. The unaudited condensed consolidated financial statements for the six
-month period ended 30 November 2025 comprise the condensed financial statements
of the Company and its subsidiaries (together referred to as the «Group»).
Basis of preparation and statement of compliance
Basis of preparation
The condensed consolidated financial statements have been prepared in accordance
with International Accounting Standard («IAS») 34: Interim Financial Reporting.
The condensed consolidated financial statements do not include all the
information and disclosures required in the annual consolidated financial
statements, and should be read in conjunction with the Group’s annual
consolidated financial statements as at 31 May 2025, which are available on the
Group’s website – www.conroygold.com. The accounting policies adopted in the
presentation of the condensed consolidated financial statements are consistent
with those followed in the preparation of the Group’s annual consolidated
financial statements for the year ended 31 May 2025.
The condensed consolidated financial statements have been prepared under the
historical cost convention, except for derivative financial instruments which
are measured at fair value at each reporting date.
The condensed consolidated financial statements are presented in Euro («€»). €
is the functional currency of the Group. The functional currency of the
Company’s subsidiary «Conroy Gold (Armagh) Limited» was changed on 1st June 2025
to Sterling to reflect the regulatory and tax environment within which the
company operates in Northern Ireland. The interim financial statements reflect
amendments required with effect from that date.
The preparation of condensed consolidated financial statements requires the
Board of Directors and management to use judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. Actual results may differ from those
estimates. Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the financial period
in which the estimate is revised and in any future financial periods affected.
Details of critical judgements are disclosed in the accounting policies detailed
in the annual consolidated financial statements.
The financial information presented herein does not amount to statutory
consolidated financial statements that are required by Chapter 4 part 6 of the
Companies Act 2014 to be annexed to the annual return of the Company. The
statutory consolidated financial statements for the financial year ended 31 May
2025 will be annexed to the annual return and filed with the Registrar of
Companies. The audit report on those consolidated financial statements was
unqualified.
These condensed consolidated financial statements were authorised for issue by
the Board of Directors on 30 January 2026.
Going concern
The Group recorded profit of €278,636 for the six-month period ended 30 November
2025 (30 November 2024: loss of €238,578). The Group had net current assets of €
1,229,326 at that date (30 November 2024: net current liabilities of
€3,674,672).
The Board of Directors have considered carefully the financial position of the
Group and in that context, have prepared and reviewed cash flow forecasts for
the period to 28 February 2027. In reviewing the proposed work programme for
exploration and evaluation assets, the results obtained from the exploration
programme, the write of and deferral of amounts owing to certain directors and
former directors (detailed in Note 5) and the prospects for raising additional
funds as required, the Board of Directors are satisfied that it is appropriate
to prepare the condensed consolidated financial statements on a going concern
basis.
Basis of consolidation
The consolidated financial statements include the financial statements of Conroy
Gold and Natural Resources plc and its subsidiaries. Subsidiaries are entities
controlled by the Company. Control exists when the Group is exposed to or has
the right to variable returns from its involvement with the entity and has the
ability to affect those returns through its control over the entity. In
assessing control, potential voting rights that presently are exercisable are
taken into account. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control commences until the
date that control ceases. Intra-Group balances, and any unrealised income and
expenses arising from intra-Group transactions are eliminated in preparing the
consolidated financial statements. The Company recognises investment in
subsidiaries at cost less impairment.
Change in accounting policy
The Group did not have any changes to its accounting policies from those applied
in the consolidated financial statements as at and for the year ended 31 May
2025.
Recent accounting pronouncements
Certain new accounting standards and interpretations have been published and
endorsed by the EU that are not mandatory for 31 May 2025 reporting periods and
have not been early adopted by the Company. The Board of Directors does not
consider that those of the below that will be effective for the year ended 31
May 2026 will have a material effect on the financial statements and they are
considering whether or not those that become effective in the following
financial year will have any impact on the financial statements.
· Amendments to IAS 21 Lack of Exchangeability – Effective date 1 January
2025;
· Amendments to IAS 7 and IFRS 17 regarding supplier finance arrangements –
Effective date 1 January 2025;
· Amendments to IFRS 9 and IFRS 7 regarding classification and measurement of
financial instruments – Effective date 1 January 2026;
· Annual Improvements to IFRS Accounting Standards – Volume 11 – Effective
date 1 January 2026;
The following new standards and amendments to standards have been issued by the
International Accounting Standards Board but have not yet been endorsed by the
EU, accordingly, none of these standards have been applied in the current year.
The Board of Directors is currently assessing whether these standards if
endorsed by the EU will have any impact on the financial statements of the
Company.
· IFRS 18 Presentation and Disclosure in Financial Statements – Effective date
1 January 2027;
· IFRS 19 Subsidiaries without Public Accountability: Disclosures – Effective
date 1 January 2027;
· Amendments to SASB standards regarding enhancement of their international
applicability;
2. Loss per share
Basic earnings per Six-month Six-month Year ended
share period period ended 31 May 2025
ended 30 30
November November (Audited)
2025 2024
(Unaudited) €
(Unaudited)
€
€
Profit / (loss) for 278,636 (238,578) (633,394)
the financial
period/year
attributable to equity
holders of the Company
Number of ordinary 55,104,175 47,848,693 47,848,693
shares at start of
financial period/year
Number of ordinary 21,845,258 7,255,482 7,255,482
shares issued during
the
financial period/year
Number of ordinary 76,949,433 55,104,175 55,104,175
shares at end of
financial
period/year
Weighted average 60,138,301 49,881,823 52,500,153
number of ordinary
shares
for the purposes of
basic earnings per
share
Basic profit / (loss) 0.0046 (0.0048) (0.0121)
per ordinary share
Diluted profit / (loss) per share
The effect of share warrants is anti-dilutive.
3. Subsidiaries
Carrying value of investment in 30 November 30 November 31 May
100% owned subsidiary companies 2025 2024 2025
(Unaudited) (Unaudited)
(Audited)
€ €
€
Conroy Gold (Longford – Down) 9,116,824 9,116,824 9,116,824
Limited
Conroy Gold (Clontibret) 5,766,902 5,766,902 5,766,902
Limited
Conroy Gold (Armagh) Limited 3,719,358 3,719,358 3,719,358
Conroy Gold Limited 1 1 1
Armagh Gold Limited 3 3 3
18,603,088 18,603,088 18,603,088
The registered office of the above subsidiaries is Shannon Airport House,
Shannon Free Zone, Shannon, County Clare, V14 E370, Ireland.
4. Intangible Assets
Exploration and
evaluation assets
Cost 30 November 30 November 31 May
2025 2024 2025
(Unaudited) (Unaudited)
(Audited)
€ €
€
At 1 June 29,059,493 28,405,738 28,405,738
Expenditure during the
financial period/year
Expenditure 391,951 331,819 653,755
Foreign currency (210,458) – –
adjustment
Write-back of certain (286,083) – –
capitalised expenses
At 30 November/31 May 28,954,903 28,737,557 29,059,493
Exploration and evaluation assets relate to expenditure incurred in the
development of mineral exploration opportunities. These assets are carried at
historical cost and have been assessed for impairment in particular with regard
to the requirements of IFRS 6: Exploration for and Evaluation of Mineral
Resources relating to remaining licence or claim terms, likelihood of renewal,
likelihood of further expenditure, possible discontinuation of activities as a
result of specific claims and available data which may suggest that the
recoverable value of an exploration and evaluation asset is less than its
carrying amount. The Board of Directors have considered the proposed work
programmes for the underlying mineral resources. They are satisfied that there
are no indications of impairment. The Board of Directors note that the
realisation of the intangible assets is dependent on further successful
development and ultimate production of the mineral resources and the
availability of sufficient finance to bring the resources to economic maturity
and profitability.
Exploration and evaluation costs include a reduction to the capitalised value of
operating costs as a result of the write off in amounts owing set out in Note
5. In addition to this, the change in the functional currency of Conroy Gold
(Armagh) Limited to Sterling has resulted in a reduction in the value of
intangible assets caused by exchange rate differences on the opening value of
intangible assets over the six-month period.
5. Non-current liabilities
Other creditors
Cost 30 November 30 November 31 May
2025 2024 2025
(Unaudited) (Unaudited)
(Audited)
€ €
€
Deferred amounts owing to 2,749,037 – –
Directors/Former Directors
Net Smelter Royalty 4,501,410 4,501,410 4,501,410
At 30 November/31 May 7,250,447 4,501,410 4,501,410
Deferred amounts owing to Directors and former Directors
On 28th August 2025, the Group announced that it had signed an agreement with
certain past and current directors (or their representatives in the case of a
deceased former Director) (the «Participants»), to restructure amounts owed to
them by the Group in respect of accrued fees and other emoluments into an
entitlement that links payment of those amounts to commercial production and a
material increase in the Group’s share price. On the date of signature of the
agreement by the Participants, 20% of the overall balance owed to the
Participants was written off amounting to €687,260 and the remaining balance of
€2,749,037 was initially deferred until post 30 November 2026 and subsequently,
on ratification post period end by the shareholders at the Group’s annual
general meeting on 17th December 2025, the amounts were deferred for a minimum
of 4 years, and can only be repaid through a net smelter royalty from commercial
production. This amount has been re-classified as a non-current liability on
this basis. The amount of €687,260 was split with €401,177 being treated an
exceptional item of income and €286,083 being treated as a reduction in
intangible assets to reflect the historic capitalisation of a portion of
executive salaries.
Net Smelter Royalty
Under the terms of the joint venture and related agreements entered into between
the Company and Demir Export on 31 December 2021, in return for fulfilling
funding and other obligations as set out in the agreements, Demir Export made
investments in the following wholly owned subsidiaries of the Company: Conroy
Gold (Clontibret) Limited, Conroy Gold (Longford Down) Limited and Conroy Gold
(Armagh) Limited. The investment by Demir Export was effected by the issuance
of convertible shares in each subsidiary company. Amounts invested by Demir
Export were treated as a non-controlling interest in each year from financial
year ending 31 May 2022. On 29 April 2024, the Company entered into a binding
agreement with Demir Export that resulted in Demir Export exiting the joint
venture. At the time of their exit, Demir Export had invested a total of
€5,657,671 in the subsidiary companies covered by the joint venture which was
accounted for as a non-controlling interest.
As a result of the joint venture exit, Demir transferred all convertible shares
to the Company with the consideration being the granting by the Company of a net
smelter royalty interest payable from future production. The net smelter
royalty is calculated at a rate of 2% payable from commercial production of
minerals from the joint venture licences. The royalty payment will be made from
the first mine or mines that are brought into production however the total
payment under the net smelter royalty is capped at the total amount invested by
Demir Export of €5,657,671.
This transaction was treated as an asset acquisition under IFRS 3 with the value
of the intangible assets acquired being equal to the investment into the
subsidiary companies by Demir Export of €5,657,671 and the consideration paid
being the granting of the Net Smelter Royalty to Demir Export which is capped at
the amount of the investment. This liability is carried as a non-current
liability under other creditors as it will only become payable when a fully
permitted mine is brought into production in one or more of the Group’s
licences. An obligation has been recognised given that it is considered
probable by the Directors that one of the groups exploration and evaluation
assets will be commercially developed.
The fair value of the Net Smelter Royalty Liability as at 29 April 2024 (being
the date of the transaction) was calculated at €4,501,410 in accordance with the
Group’s accounting policies as set out in Note 1. The resultant difference
between this and the value of the non-controlling interest of €5,657,671
resulted in a gain of €1,156,261 being recognised in the Statement of Changes in
Equity and recorded as an increase in other reserves on the Group’s Statement of
Financial Position in the consolidated financial statements to 31 May 2024 in
accordance with IFRS 10. The fair value of the liability was considered at
this period end in the context of any potential changes in underlying
assumptions and no amendment made as any relevant changes were immaterial.
6. Warrant Liability
The Company holds Sterling based warrants. The Company estimates the fair value
of the sterling-based warrants using the Black Scholes Model. The determination
of the fair value of the warrants is affected by the Company’s share price at
the reporting date and share price volatility along with other assumptions.
The fair value of all warrants in issue at 30 November 2025 was €526,703 and the
movement in fair value of the warrants in the six-month period to 30 November
2025 resulted in a non-cash gain of €151,635.
Warrants in issue include 17,287,000 warrants issued as part of the share issue
on 8 October 2025 whereby one ordinary share could be acquired for each warrant
held at an exercise price of GBP 17 pence. These warrants are valued at
€497,751 at 30 November 2025 and expire in October 2027. 3,092,592 warrants to
acquire one ordinary share each at an exercise price of GBP 22.5 pence, issued
in June 2023 will expire in June 2026. They are valued at €28,292 and have not
been deemed sufficiently material to classify as a current liability.
7. Commitments and contingencies
Exploration and evaluation activities
The Group has received prospecting licences under the Republic of Ireland
Mineral Development Acts 1940 to 1995 for areas in Monaghan and Cavan. It has
also received licences in Northern Ireland for areas in Armagh in accordance
with the Mineral Development Act (Northern Ireland) 1969. At 30 November 2025,
the Group had work commitments of €120,000 for the year to 30 November 2026 in
respect of these licences.
The Group also hold prospecting license in Finland which are currently under
application for extending, however there are no work or financial commitments in
respect of these licenses as at 30 November 2025.
8. Subsequent events
There were no material events subsequent to the reporting date which necessitate
revision of the figures or disclosures included in the financial statements.
9. Related party transactions
(a) Apart from Directors’ remuneration and participation in the re-structuring
detailed in Note 5, there have been no contracts or arrangements entered into
during the six-month period in which a Director of the Group had a material
interest.
(b) The Group has an equity interest of 5,000,000 ordinary shares in Karelian
Diamond Resources plc («Karelian») and entered into a convertible loan note with
Karelian in May 2023 which attracted an interest rate of 5% per annum, payable
on the redemption or conversion of the Loan Note. The Loan Note is convertible
into ordinary shares at the option of the Company at any time and was for an
initial term of 18 months. The conversion price is at a price of 5 pence per
Karelian ordinary share.
The Group has the right to seek conversion of the principal amount outstanding
on the convertible loan note and all interest accrued at any time during the
term. The term of the formal loan agreement ended in November 2024. The Group
has been in discussions on extending the term of the loan and the parties have
agreed in principle to extend the term of the convertible loan to 30 November
2026, however this remains subject to, inter alia, finalisation of a variation
agreement and any necessary regulatory approvals under the AIM Rules for
Companies. The parties are also in discussions to amend the conversion price of
the convertible loan note as part of the variation agreement.
(c) The Group shares accommodation and staff with Karelian which have certain
common Directors and shareholders. For the six-month period ended 30 November
2025, the Group incurred costs totalling €38,756 (30 November 2024: €34,245) on
behalf of Karelian. These costs were recharged to Karelian by the Group. The
Group was owed €115,031 by Karelian as at 30 November 2025 (30 November 2024:
€126,592).
10. Approval of the condensed consolidated financial statements
These condensed consolidated financial statements were approved by the Board of
Directors on 30 January 2026. A copy of the condensed consolidated financial
statements will be available on the Group’s website (www.conroygold.com)
shortly.
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